January 2026

Audit Committee Charter

VIDA GLOBAL INC.

AUDIT COMMITTEE CHARTER

A. PURPOSE

  1. The purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of VIDA Global Inc. (the “Company”) is to assist the Board with oversight of:
  • the Company’s accounting and financial reporting processes, systems of internal control, and financial statement audits;
  • the Company’s compliance with legal and regulatory requirements;
  • the qualifications and independence of the Company’s registered public accounting firm (the Company’s “independent auditor”);
  • the performance of the Company’s internal audit function; and
  • risk assessment and management, including oversight of information technology and cybersecurity risk management. 
  1. The Audit Committee shall also provide an annual Audit Committee report as required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement and be responsible for any additional duties and responsibilities that the Board may delegate.

B. STRUCTURE AND MEMBERSHIP

  1. Number.  Except as otherwise permitted by the applicable rules of the NYSE American LLC (“NYSE American”), the Audit Committee shall consist of at least three members of the Board.
  2. Independence.  Except as otherwise permitted by the applicable NYSE American rules, each member of the Audit Committee shall be an “independent director” as defined by Section 803A of the NYSE American Company Guide, meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the exemptions provided in Rule 10A-3(c), and not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.
  3. Financial Literacy.  Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement, at the time of his or her appointment to the Audit Committee.  In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.  Unless otherwise determined by the Board (in which case disclosure of such determination shall be made in the Company’s annual report filed with the SEC), at least one member of the Audit Committee shall be an “audit committee financial expert” (as defined by applicable SEC rules and regulations). A person who satisfies the definition of “audit committee financial expert” will also be presumed to have financial sophistication.
  4. Chair.  The Board shall elect a Chair of the Audit Committee.
  5. Compensation.  The compensation of Audit Committee members shall be as determined by the Board.  No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board or of a committee of the Board.
  6. Selection and Removal.  Members of the Audit Committee shall be appointed by the Board.  The Board may remove members of the Audit Committee from such committee, with or without cause.
  7. Rules and Procedures.  The Audit Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Audit Committee.
  8. Annual Evaluation.  The Audit Committee shall evaluate the independent auditors’ qualifications, performance and independence, and shall present its conclusions with respect to the independent auditors to the full Board. As part of such evaluation, at least annually, the Audit Committee shall:
  • obtain and review a report or reports from the independent auditor describing (i) the auditor’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review or peer review of the auditors or by any inquiry or investigation by government or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the auditors, and any steps taken to address any such issues, and (iii) in order to assess the auditor’s independence, all relationships between the independent auditor and the Company, and to discuss with the independent auditors such report and any relationships and services that may impact the objectivity and independence of the auditors;
  • review and evaluate the performance of the independent auditor and the lead partner (and the Audit Committee may review and evaluate the performance of other members of the independent auditor’s audit staff); and
  • assure the regular rotation of the audit partners (including, without limitation, the lead and concurring partners) as required under the Exchange Act and Regulation S-X.

In this regard, the Audit Committee shall also (1) seek the opinion of management and the internal auditors of the independent auditors’ performance and (2) consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm.

C. AUTHORITY AND RESPONSIBILITIES

The Audit Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management and the independent auditor, in accordance with its business judgment.  Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining adequate internal control over financial reporting.  The independent auditor is responsible for auditing the Company’s financial statements and the Company’s internal control over financial reporting and for reviewing the Company’s unaudited interim financial statements.  The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that the Company’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles (“GAAP”) or applicable law, or to guarantee the independent auditor’s reports.

D. OVERSIGHT OF INDEPENDENT AUDITOR

  1. Selection.  The Audit Committee shall be solely and directly responsible for appointing, evaluating, retaining and, when necessary, terminating the engagement of the independent auditor.
  2. Independence.  The Audit Committee shall take, or recommend that the full Board take, appropriate action to oversee the independence of the independent auditor.  In connection with this responsibility, the Audit Committee shall obtain and review the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent auditor’s communications with the Audit Committee concerning independence.  The Audit Committee shall actively engage in dialogue with the independent auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor.
  3. Compensation.  The Audit Committee shall have sole and direct responsibility for setting the compensation of the independent auditor.  The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of the independent auditor established by the Audit Committee.
  4. Pre-approval of Services.  The Audit Committee, or the Chair of the Audit Committee, shall pre-approve all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor; provided, however, that de minimis nonaudit services may instead be approved in accordance with applicable SEC rules.
  5. Hiring Policies. The Audit Committee shall establish and oversee clear hiring policies regarding employees or former employees of the Company’s independent auditor in order to comply with applicable laws and regulations and to preserve the independence of the independent auditor.
  6. Oversight.  The independent auditor shall report directly to the Audit Committee, and the Audit Committee shall have sole and direct responsibility for overseeing the work of the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting.  In connection with its oversight role, the Audit Committee shall, from time to time as appropriate, receive and consider the reports and other communications required to be made by the independent auditor regarding:
  • critical accounting policies and practices;
  • alternative treatments within GAAP for policies and practices related to material items that have been discussed with Company management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor;
  • other material written communications between the independent auditor and Company management; and
  • the other matters addressed in applicable PCAOB standards and SEC rules.
  1. PCAOB Inspections.  The Audit Committee shall request the independent auditor to provide relevant information about inspections of the firm by the PCAOB, including whether any audit overseen by the Audit Committee is selected by the PCAOB for an inspection and, if so, the findings of the inspection; whether the PCAOB’s inspection of other audits performed by the firm raised auditing or accounting issues similar to those presented in the Company’s audit; the firm’s response to PCAOB findings; and the firm’s remedial efforts in light of any quality control deficiencies that may have been identified by the PCAOB.

E. FINANCIAL STATEMENTS

  1. Review and Discussion.  The Audit Committee shall:
  • review the overall audit plan (both internal and external) with the independent auditor and the members of management who are responsible for preparing the Company’s financial statements, including the Company’s Chief Financial Officer and/or principal accounting officer or principal financial officer (the Chief Financial Officer and such other officer or officers are referred to herein collectively as the “Senior Accounting Executives”);
  • review and discuss with the Company’s independent auditors (1) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and timing of the annual audit, (4) any significant risks identified during the auditors’ risk assessment procedures and (5) when completed, the results, including significant findings, of the annual audit; 
  • review and discuss with management (including the Senior Accounting Executives) and with the independent auditor the Company’s annual audited financial statements, including (a) all critical accounting policies and practices used or to be used by the Company, (b) the Company’s disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” prior to the filing of the Company’s Annual Report on Form 10-K (paying particular attention to any “pro forma” or non-GAAP measures disclosed therein), and (c) any significant financial reporting issues that have arisen in connection with the preparation of such audited financial statements; and
  • if applicable, review and discuss with management and, as appropriate, the independent auditor, the Company’s earnings press releases, as well as financial information and type and presentation of earnings guidance provided to analysts and rating agencies.

The Audit Committee must review:

  • with management, and/or the independent auditors any analyses and conclusions regarding significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.  The Audit Committee may consider the ramifications of the use of such alternative disclosures and treatments on the financial statements, and the treatment preferred by the independent auditor.  The Audit Committee may consider other material written communications between the registered public accounting firm and management, such as any schedule of unadjusted differences;
  • any major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies;
  • major issues regarding accounting principles and procedures and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and
  • the effects of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures, on the financial statements of the Company.

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The Audit Committee shall also:  

  • review and discuss with the independent auditor (outside of the presence of management) how the independent auditor plans to handle its responsibilities and request the auditor discuss any matters related to Section 10A of the Exchange Act if implicated;
  • review and discuss with the independent auditor any audit problems or difficulties and management’s response thereto.  This review shall include (1) any difficulties encountered by the auditor in the course of performing its audit work, including any restrictions on the scope of its activities or its access to information, (2) any significant disagreements with management and (3) a discussion of the responsibilities, budget and staffing of the Company’s internal audit function.  This review may also include: (i) any accounting adjustments that were noted or proposed by the auditors but were “passed” (as immaterial or otherwise); (ii) any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement; and (iii) any management or internal control letter issued, or proposed to be issued, by the auditors; and
  • discuss with the independent auditors any other matters required to be discussed by applicable auditing standards.

In addition, the Audit Committee shall review and discuss with management (including internal audit function) (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, within the time periods specified in the SEC’s rules and forms, and (2) any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

  1. Recommendation to Board Regarding Financial Statements. Based on the Audit Committee’s review and discussions (1) with management of the audited financial statements, (2) with the independent auditor of the matters required to be discussed by applicable auditing standards, and (3) with the independent auditor concerning the independent auditor’s independence, the Audit Committee shall make a recommendation to the Board as to whether the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the last fiscal year.
  2. Audit Committee Report.  The Audit Committee shall prepare an annual committee report for inclusion where necessary in the proxy statement of the Company relating to its annual meeting of stockholders.

F. REVIEW OF FINANCIAL DISCLOSURES AND CONTROLS

  1. Independent Auditor Review of Interim Financial Statements.  The Audit Committee shall direct the independent auditor to use its best efforts to perform all reviews of interim financial information prior to disclosure by the Company of such information and to discuss promptly with the Audit Committee and the Chief Financial Officer any matters identified in connection with the auditor’s review of interim financial information which are required to be discussed by applicable auditing standards.  The Audit Committee shall direct management to advise the Audit Committee in the event that the Company proposes to disclose interim financial information prior to completion of the independent auditor’s review of interim financial information.
  2. Oversight.  The Audit Committee shall coordinate the Board’s oversight of the Company’s internal control over financial reporting, disclosure controls and procedures and code of conduct.
  3. Risk Assessment and Management.  The Audit Committee shall review and discuss with management and the independent auditors, as appropriate, (i) the Company’s guidelines and policies with respect to financial risk management, financial risk assessment, and assessment of brand and reputational risks including the Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures and (ii) management risks relating to data privacy, information technology and cybersecurity, including (a) the potential impact of those exposures on the Company’s business, financial results, operations and reputation, (b) the steps management has taken to monitor and mitigate such exposures, (c) the Company’s information governance policies and programs and (d) major legislative and regulatory developments that could materially impact the Company’s privacy and data security risk exposure.
  4. Oversight of Related Person Transactions.  The Audit Committee shall periodically review the Company’s policies and procedures for reviewing and approving or ratifying “related person transactions” (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K), including the Company’s Policy and Procedures for Related Person Transactions (the “Related Person Transaction Policy”), to the extent it is a stand-alone policy, and recommend any changes to the Board.  In accordance with the Related Person Transaction Policy and the NYSE American rules, the Audit Committee shall conduct appropriate review and oversight of all related person transactions for potential conflict of interest situations on an ongoing basis.
  5. Additional Duties.  In addition to the duties and responsibilities expressly delegated to the Audit Committee in this Charter, the Audit Committee may exercise any other powers and carry out any other responsibilities consistent with this Charter, the purposes of the Audit Committee, the Company’s bylaws and applicable NYSE American rules.

G. PROCEDURES AND ADMINISTRATION

  1. Meetings.  The Audit Committee shall meet as often as it deems necessary in order to perform its responsibilities.  The Audit Committee may also act by unanimous written consent in lieu of a meeting.  The Audit Committee shall periodically meet separately with: (i) the independent auditor, (ii) Company management and (iii) the Company’s internal auditors, if any.  The Audit Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees.  The Audit Committee may form and delegate authority to one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member).  Any decision of a subcommittee to pre-approve audit, review, attest or non-audit services shall be presented to the full Audit Committee at its next scheduled meeting.
  3. Reports to Board.  The Audit Committee shall report regularly to the Board.
  4. Procedures for Complaints.  The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  5. Charter.  At least annually, the Audit Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  6. Independent Advisors.  The Audit Committee is authorized, without further action by the Board, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities.  Such independent advisors may be the regular advisors to the Company.  The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Audit Committee.
  7. Investigations.  The Audit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the Audit Committee.
  8. Funding.  The Audit Committee is empowered, without further action by the Board, to cause the Company to pay the ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
  9. Self-Evaluation.  The Audit Committee shall periodically annually evaluate its own performance.

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Effective Date: [●], 2026